EXHIBIT 4.14



COMMON STOCK
PURCHASE AGREEMENT


InSite Vision Incorporated

965 Atlantic Avenue

Alameda, California 94501



Ladies & Gentlemen:


          The
undersigned purchaser (the “Purchaser”) hereby confirms its agreement
with you as follows: 


          1.     This  Stock  Purchase  Agreement  (the  "Purchase  Agreement")  is  made  by  and  between  InSite  Vision
Incorporated,  a Delaware corporation (the "Company"),  and the Purchaser as of the date this Purchase Agreement is
accepted by the Company below (the "Effective Date").


          2.     This Purchase  Agreement is one of a series of stock  purchase  agreements of the Company  relating to the
offering  (the  "Offering")  of  securities  of the  Company.  In  connection  with the  Offering,  the Company has
authorized  the  issuance and sale of up to a maximum  aggregate  amount of One Hundred  Forty Two  Thousand  Eight
Hundred Fifty Seven (142,857)  shares of the Company's  Common Stock, par value $.01 per share (the "Common Stock")
for aggregate proceeds of Fifty Thousand Dollars ($50,000.00).


          3.     The Company and the Purchaser  agree that the Purchaser  will purchase from the Company,  and the Company,
conditioned  upon  acceptance in whole or in part,  will sell to the Purchaser One Hundred Forty Two Thousand Eight
Hundred  Fifty  Seven  (142,857)  shares of Common  Stock at a purchase  price per share of Common  Stock sold (the
"Purchase  Price") equal to $0.35 and pursuant to the Terms and  Conditions  for Purchase of Common Stock  attached
hereto as Annex I and incorporated herein by reference as if fully set forth herein.


          4.     The Company makes no  representation  that this Purchase  Agreement will be accepted by the Company and is
under no obligation to accept this Purchase Agreement.


          5.     The  Purchaser  hereby  agrees not to engage,  directly  or  indirectly,  in any short sale or third party
short sales or hold a "put  equivalent  position" with respect to the Common Stock (as defined in Rule 16a-1 of the
1934 Act) of the  Company's  Common Stock for a thirty (30) day period prior to and for a one hundred  eighty (180)
day period following the Closing Date.


[Signature Page Follows]








        Please
confirm that the foregoing correctly sets forth the agreement between us by
signing in the space provided below for that purpose. 


	 	 	 	PURCHASER


	 	 	 	Eli Jacobson         
            
Name

By: /s/Eli Jacobson         
       
Title:_______________________
Address: Sullivan & Cromwell, LLP 
                  125 Broad Street
                   New York, NY 10004-2498 






ACCEPTED as of December 16, 2003



INSITE VISION
INCORPORATED


By:/s/ S. Kumar Chandrasekaran
Name: Kumar Chandrasekaran, Ph.D.

Title: President and Chief Executive Officer





Annex I



TERMS AND
CONDITIONS FOR PURCHASE OF COMMON STOCK


          1.     Authorization and Sale of the Common Stock.


          
          1.1   Authorization of the
Common Stock. The Company has authorized the issuance and sale of up to One
Hundred Forty Two Thousand Eight Hundred Fifty Seven (142,857) shares of the
Company’s Common Stock, par value $.01 per share (the “Common
Stock”). 


          
          1.2   Sale of Common
Stock.    Subject to the terms and conditions hereof, the Purchaser will
purchase the number of shares of Common Stock agreed upon by the Purchaser and
accepted by the Company at the Purchase Price, as set forth in the Common Stock
Purchase Agreement by and between the Company and the Purchaser (the
“Purchase Agreement”). The shares of Common Stock sold to Purchaser
pursuant to the Purchase Agreement are hereinafter referred to as the
“Shares”. 


          2.     Closings.


          
          2.1   Closing Date.   
One or more closings of the purchase and sale of the Common Stock in the
Offering hereunder (the “Closing”) shall be held at such place and
such times as the Company may select. Each date of a Closing of the purchase or
sale of Common Stock in connection with the Offering is hereinafter referred to
as a “Closing Date.” As of the Closing Date for a specific purchase of
Common Stock, the Company shall prepare a certificate or certificates registered
in the name of the Purchaser representing the Shares to be purchased by such
Purchaser under the Purchase Agreement, and the Purchaser shall send to the
Company a wire transfer (in accordance with the instructions set forth on
Exhibit 2.1(a) hereto) in the amount of the purchase price of the Common Stock
to be purchased by such Purchaser, payable to the Company’s order. Funds
received prior to the Closing Date will not bear interest. 


          3.     Representations  and  Warranties of the Company.  The Company  represents and warrants to the Purchaser as
of the Closing Date as follows, except as set forth in the SEC Documents (as defined below):


          
          3.1    Organization and
Standing. Each of the Company and its subsidiaries has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation with full corporate power and
corporate authority to own, lease and operate its properties and conduct its
businesses as described in the SEC Documents (as defined below). Each of the
Company and its subsidiaries is duly qualified to do business as a foreign
corporation and is in good standing in each jurisdiction in which the ownership
or leasing of properties or the conduct of its business as presently conducted
require such qualification, except where the failure to be so qualified would
not have a material adverse effect on the condition (financial or otherwise),
earnings, operations, or business of the Company and its subsidiaries taken as a
whole. 







          
          3.2   Corporate Power;
Authorization.   The Company has all requisite legal and corporate power and
has taken all requisite corporate action to execute and deliver the Purchase
Agreement, to sell and issue the Shares and to carry out and perform all of its
obligations hereunder. The Purchase Agreement has been duly authorized, executed
and delivered on behalf of the Company and constitutes the valid and binding
agreement of the Company, enforceable in accordance with its terms, except (1)
as limited by applicable bankruptcy, insolvency, reorganization or similar laws
relating to or affecting the enforcement of creditors’ rights generally,
(ii) as limited by equitable principles generally and (iii) rights to
indemnification hereunder may be limited by applicable law. 


          
          3.3   Validity of
Shares.   The Company has full corporate power and lawful authority to sell
the Shares on the terms and conditions contemplated herein, and when so sold
against payment therefor as provided herein, the Shares will be validly
authorized and issued, fully paid and nonassessable. The issuance and delivery
of each of the Shares is not subject to preemptive or any similar rights of the
stockholders of the Company or any liens or encumbrances arising through the
Company. 


          
          3.4   SEC Documents;
Financial Statements.   The Company’s Annual Report on Form 10-K (as
amended on Form 10-K/A) for the fiscal year ended December 31, 2002 and the
Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2003, June 30, 2003 and September 30, 2003 (as amended on Form 10-Q/A)
(collectively, the “SEC Documents”), in each case, as filed by the
Company with the Securities and Exchange Commission (the “Commission”)
have been made available to the Purchaser. The SEC Documents conform in all
material respects to the requirements of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), as applicable, and the rules and
regulations of the Commission thereunder. The SEC Documents did not as of their
dates contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances in which they were made, not
misleading. The financial statements of the Company included in the SEC
Documents (the “Financial Statements”) comply as to form in all
material respects with applicable accounting requirements and with the published
rules and regulations of the Commission with respect thereto. Except as may be
indicated in the notes to the Financial Statements, the Financial Statements
have been prepared in accordance with generally accepted accounting principles
consistently applied and fairly present, in all material respects, the
consolidated financial position of the Company and its subsidiaries at the dates
thereof and the consolidated results of their operations, stockholders’
equity and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal, recurring adjustments). 


          3.5   Subsequent
Events.  Other than as reported on the Form 8-K/A filed by the Company with
the Commission on November 21, 2003, since September 30, 2003, (i) neither the
Company nor any of its subsidiaries has incurred any liabilities or obligations,
contingent or otherwise, that are material in the aggregate to the Company and
its subsidiaries, taken as a whole, except in the ordinary course of business,
and (ii) there has been no change in the financial condition or operating
results of the Company and its subsidiaries, taken as a whole from that
reflected in the Financial Statements, except changes that occurred in the
ordinary course of business or that have not had a material adverse effect on
the Company and its subsidiaries, taken as a whole. 







          
          3.6   Legal
Proceedings.     There are no legal proceedings pending or, to the knowledge of
the Company, threatened, to which the Company or any subsidiary is a party or to
which property of the Company or any subsidiary is subject that the Company
believes is reasonably likely to have a material adverse effect on the Company
and its subsidiaries, taken as a whole other than those disclosed in the
Company’s SEC Documents. 


          
          3.7   Government
Approval.     Subject to compliance with the provisions of applicable securities
laws of state or foreign jurisdictions, no other approval of any public body
(state or federal) is or will, on the Closing Date be necessary in connection
with the offer, issue and sale of the Shares as contemplated herein. 


          
          3.8   No Breach.     The
consummation of the transactions contemplated in the Purchase Agreement and the
fulfillment of the terms thereof will not result in (i) a violation of the
Company’s Certificate of Incorporation or Bylaws, (ii) a breach of any of
the material terms or provisions of, or constitute a default under, any material
indenture, mortgage, deed of trust or other agreement or instrument to which the
Company is a party or by which it is bound or (iii) a violation of any law,
rule, regulation, order, judgment or decree applicable to the Company or by
which any property or asset of the Company is bound. 


          
          3.9   Licenses and
Consents.     To the knowledge of the Company, each of the Company and its
subsidiaries is in possession of and operating in compliance with all
authorizations, licenses, certificates, consents, orders and permits from state,
federal and other governmental authorities that are material to the conduct of
its business, all of which are valid and in full force and effect, except to the
extent that the failure to have or be in compliance with such is not reasonably
likely to have a material adverse effect on the Company and its subsidiaries,
taken as a whole. 


          
          3.10   Outstanding
Stock.     All outstanding shares of capital stock of the Company have been duly
authorized and validly issued and are fully paid and nonassessable; all issued
and outstanding shares of capital stock of each subsidiary of the Company have
been duly authorized and validly issued and are fully paid and nonassessable. 


          
          3.11   Common Stock
Registration.   The Common Stock is registered pursuant to Section 12(g) of
the Exchange Act and is traded on the American Stock Exchange (the
“AMEX”) and the Company has taken no action designed to, or, to the
Company’s knowledge, likely to, have the effect of terminating the
registration of the Common Stock under the Exchange Act or delisting the Common
Stock from the AMEX without relisting on another national securities exchange or
the NASDAQ National Market. 


          
          3.12   Private
Placement.      The Company has not taken any action inconsistent with the
treatment of the sale of the Common Stock pursuant to the Purchase Agreement as
a private placement exempt from the registration requirements of the Securities
Act of 1933, as amended (the “Securities Act”), pursuant to the
provisions of Section 4(2) thereof. Assuming the accuracy of the
Purchasers’ representations and warranties in the Purchase Agreement and
the compliance by each Purchaser with all of its covenants and agreements, the
offer, sale, and issuance by the Company of the Common Stock to the Purchasers
as contemplated herein constitute transactions exempt from the registration
requirements of Section 5 of the Securities Act. 







          4.    Representations and Warranties of the Purchaser;  Access to Information;  Independent  Investigation.  The
Purchaser hereby represents and warrants to the Company as follows:


          
          4.1   Investment
Intent.     The Purchaser is purchasing the Common Stock for investment for its
own account only, not as a nominee or agent, and not with a view to, or for
resale in connection with, any “distribution” of any part thereof
within the meaning of the Securities Act. The Purchaser has no present intention
of selling, granting any participation in, or otherwise distributing the same.
The Purchaser does not have any contract, undertaking, agreement or arrangement
with any person to sell, transfer or grant any participation to such person or
to any third person with respect to any of the Shares. The Purchaser understands
that the Shares have not been registered under the Securities Act or registered
or qualified under any state securities law in reliance on specific exemptions
therefrom, which exemptions may depend upon, among other things, the bona fide
nature of Purchaser’s investment intent as expressed herein. The Purchaser
further understands that neither the Company nor any of its officers or
directors has any obligation to register the Shares under any federal or state
securities act or law, except as otherwise expressly set forth in Section 5
hereof. 


          
          4.2   Investment
Experience.     The Purchaser is an “accredited investor” within the
meaning of Commission Rule 501 promulgated under the Securities Act, and was not
organized for the specific purpose of acquiring the Shares. The Purchaser had
access to the SEC Documents and has carefully reviewed the information contained
therein, including, but not limited to, the section entitled “Risk
Factors” contained in such SEC Documents. The Purchaser is aware of the
Company’s business affairs and financial condition and has acquired
sufficient information about the Company to reach an informed and knowledgeable
decision to acquire the Shares. 


          
          4.3   Authorization.
     The Purchaser has full right, power and authority to enter into this Agreement
and perform its obligations hereunder. This Purchase Agreement has been duly and
validly authorized, executed and delivered on behalf of the Purchaser and is a
valid and legally binding agreement of the Purchaser enforceable in accordance
with its terms, subject as to enforceability to general principles of equity and
to bankruptcy, insolvency, moratorium and other similar laws affecting the
enforcement of creditors’ rights generally. 


          
          4.4   Compliance with
Securities Laws and Regulations.     All subsequent offers and sales of the
Shares by the Purchaser shall be made pursuant to registration under the
Securities Act and qualification under the applicable state securities laws or
pursuant to exemptions from registration and qualification as well as compliance
with the provisions of Section 5.1 below. 


          
          4.5   Reliance by
Company.     The Purchaser understands that the Shares are being offered and
sold to it in reliance on specific exemptions from the registration and
qualification requirements of United States federal and state securities laws
and that the Company is relying upon the truth and accuracy of, and the
Purchaser’s compliance with the representations, warranties, agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to
determine the availability of such exemptions and the eligibility of the
Purchaser to acquire the Shares. 







          
          4.6   No Government
Approval.     The Purchaser understands that no United States federal or state
agency or any other government or governmental agency has passed on or made any
recommendation or endorsement of the Shares. 


          
          4.7   No Legal, Tax or
Investment Advice.     The Purchaser understands that nothing in the Purchase
Agreement or any other materials presented to the Purchaser in connection with
the purchase and sale of the Shares constitutes legal, tax or investment advice.
The Purchaser has consulted such legal, tax and investment advisors as it, in
its sole discretion, has deemed necessary or appropriate in connection with its
purchase of the Shares. 


          
          4.8   Access to
Information.     The Purchaser acknowledges that it has had the opportunity to
ask questions, to receive answers concerning the Company and the terms and
conditions of the Offering from the Company and to obtain any additional
information from the Company that it considers necessary or appropriate
regarding the Offering, for deciding whether to purchase in the Offering. In
addition, the Purchaser acknowledges that no private placement memorandum or
similar document has been prepared in connection with the Offering and the
Company has not made, and the Purchaser is not relying on, any representations
or warranties other than as specifically set forth herein. 


          
          4.9   Accredited  Investor.     The Purchaser  makes the  additional  representations  and  warranties set forth on
Exhibit 4.9 attached hereto.


          
          4.10   Risk and
Suitability.     The Purchaser acknowledges and realizes that Purchaser’s
purchase of the Shares involves a high degree of risk and the Purchaser could
lose a substantial portion or all of its investment in the Shares. In addition,
the Purchaser has such knowledge and experience in business and financial
matters, including, without limitation, investment in technology and
biotechnology companies, as will enable the Purchaser to fend for itself, bear
the economic risk of its investment and evaluate the merits and risks of an
investment in the Shares and to make an informed investment decision. 


          
          4.11   Use of
Proceeds.     Purchaser acknowledges and understands that the Company’s
current intention is to use the proceeds of the Offering for (i) payment of
liabilities, (ii) working capital, (iii) acquisitions, joint ventures and
projects that the Company may have determined or may from time to time determine
to undertake and (iv) other purposes as the Company’s Board of Directors
may determine from time to time. The allocation of proceeds shall be at the
discretion of the Company and may vary depending on changes in the
Company’s business plans and circumstances. Such business plans and
circumstances may cause the Company to seek further financing in addition to the
Offering. 


          
          4.12   Restricted
Securities.     The Purchaser understands that the Shares it is purchasing are
characterized as “restricted securities” under the federal securities
laws inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that under such laws and applicable regulations
such securities may be resold without registration under the Securities Act only
in certain limited circumstances. In this connection, the Purchaser represents
that it is familiar with Rule 144 promulgated by the Commission under the
Securities Act, as presently in effect, and understands the resale limitations
imposed thereby and by the Securities Act. 







          5.     Restrictions on Transfer, Information and Registration Rights.


          
          5.1   Restrictions on
Transferability.     The Shares shall not be transferable in the absence of
registration under the Securities Act or an exemption therefrom, or in the
absence of compliance with any term of the Purchase Agreement. Without limiting
the foregoing, (i) the Shares may be offered, resold, pledged or otherwise
transferred only (A) in a transaction meeting the requirements of Rule 144 of
the Commission (“Rule 144”), or in accordance with another exemption
from the registration requirements of the Securities Act (and based upon an
opinion of counsel if the Company so requests) or (B) pursuant to an effective
registration statement under the Securities Act, in each case in accordance with
the applicable securities laws of any state of the United States or any other
applicable jurisdiction and (ii) the Purchaser will be required to notify any
transferee of the Purchaser of any applicable resale restrictions set forth
above. The Company shall be entitled to give stop transfer instructions to the
transfer agent, and the transfer agent shall be entitled to rely thereon, with
respect to the Shares in order to enforce the foregoing restrictions. 


          
          5.2   Restrictive
Legends.     Each certificate or document representing any of the Shares shall
bear substantially the following legends (in addition to any legends required
under applicable securities laws): 


	 	
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR UNDER THE SECURITIES  LAWS OF ANY
STATE. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED (I)
UNLESS  REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER
APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS  SUCH SALE, TRANSFER,
ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
 SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE
SECURITIES LAWS AND THE COMPANY  RECEIVES AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE 
NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS
OF HOLDERS THEREOF ARE  SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND
OTHER RESTRICTIONS, AND THE HOLDER OF THE SECURITIES  REPRESENTED BY THIS
CERTIFICATE (INCLUDING ANY FUTURE HOLDERS) IS BOUND BY THE TERMS OF A STOCK
PURCHASE  AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY
(COPIES OF WHICH MAY BE OBTAINED FROM THE  COMPANY).










          
          5.3   California  Purchaser.     If Purchaser is a resident of  California,  Purchaser  acknowledges  the following
disclosure,  which is set forth  herein as  required  pursuant  to Section  25102(a)  of the  California  Corporate
Securities Law of 1968:


	 	
“THE
SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN
QUALIFIED WITH  THE COMMISSIONER OF CORPORATIONS OF THE STATE OF
CALIFORNIA AND THE ISSUANCE OF THE SECURITIES  OR THE PAYMENT OR RECEIPT
OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION  IS
UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY
SECTION 25100,  25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE
RIGHTS OF ALL PARTIES TO THIS  AGREEMENT ARE EXPRESSLY CONDITIONED UPON
THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS  SO EXEMPT.”





          
          5.4   Piggyback Registration Rights.


          
          
          5.4.1   Filing of
Registration Statement.     If (but without any obligation to do so), at any
time between the Closing Date and the two year anniversary of the Closing Date,
the Company proposes to register (including for this purpose a registration
effected by the Company for stockholders other than the Purchaser) any of its
stock or other securities under the Securities Act in connection with the public
offering of such securities solely for cash (other than a registration relating
solely to the sale of securities to participants in a Company stock plan, a
registration relating solely to an SEC Rule 145 transaction, a registration on
any registration form which does not permit secondary sales or a registration on
any form which does not include substantially the same information as would be
required to be included in a registration statement covering the sale of the
Registrable Securities (as defined below) (a “Registration Statement”)
or a registration in which the only Common Stock being registered is Common
Stock issuable upon conversion of debt securities which are also being
registered), the Company shall, at such time, promptly give the holders of the
Registrable Securities (the “Holders”) written notice of its intent to
file such a Registration Statement. Upon the written request of each Holder
given within fifteen (15) days after mailing of such notice by the Company in
accordance with Section 6.6, the Company shall, subject to the provisions
of Section 5.4, cause to be registered under the Securities Act all of the
Shares then held by Purchaser that the Purchaser has requested to be registered
(together, “Registrable Securities”). Notwithstanding the foregoing,
(i) the Company shall only be obligated under Section 5.4 to register
Registrable Securities for the Holder if the Holder registers at least
twenty-five thousand (25,000) shares (as adjusted to reflect stock splits,
reverse stock splits and similar actions affecting the Common Stock after the
date hereof) as part of that registration, (ii) if the Holder has registered any
shares pursuant to this Section 5.4 in each of three registrations, the Company
shall not be obligated to provide notice pursuant to this Section 5.4.1 or
register any additional shares pursuant to Section 5.4, and (iii) if the Holder
may immediately sell all shares of Registrable Securities held by such Holder
under Rule 144 during any 90-day period, the Company shall not be obligated to
provide notice pursuant to this Section 5.4.1 or register any shares pursuant to
Section 5.4. 







          
          
          5.4.2   Length of
Registration.     Subject to the provisions of Section 5.4.8, whenever required
under Section 5.4.1 to effect the registration of any Registrable
Securities, the Company shall (i) upon the request of the holders of a majority
of the securities registered under the applicable registration statement, keep
such registration statement effective for a period equal to the shorter of up to
one hundred twenty (120) days or until the distribution contemplated in such
registration statement has been completed (provided, however, that such 120-day
period shall be extended for a period of time equal to the period the Holder
refrains from selling any securities included in such registration at the
request of an underwriter of Common Stock (or other securities) of the Company)
and (ii) furnish to the Holder such numbers of copies of a prospectus, including
a preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents as the Holder may reasonably request in order to
facilitate the disposition of Registrable Securities included in such
registration. 


          
          
          5.4.3   Underwritten
Offering.     In connection with any offering involving an underwriting of
shares of the Company’s Common Stock, the Company shall not be required
under Section 5.4 to include any of the Holder’s securities in such
underwriting unless the Holder accepts the terms of the underwriting as agreed
upon between the Company and the underwriters selected by the Company (or by
other persons entitled to select the underwriters), and then only in such
quantity as the underwriters determine in their sole discretion will not
jeopardize the success of the offering by the Company. If the total amount of
securities, including Registrable Securities, requested by stockholders to be
included in such offering exceeds the amount of securities sold other than by
the Company that the underwriters determine in their sole discretion is
compatible with the success of the offering, then the Company shall be required
to include in the offering only that number of such securities, including
Registrable Securities, which the underwriters determine in their sole
discretion will not jeopardize the success of the offering (the securities so
included to be apportioned pro rata among the selling stockholders according to
the total amount of securities entitled to be included therein owned by each
selling stockholder or in such other proportions as shall mutually be agreed to
by such selling stockholders) but in no event shall any securities being sold by
a stockholder exercising a demand registration right be excluded from such
offering prior to or pro rata with the securities of the Holder. For purposes of
the preceding parenthetical concerning apportionment, for any selling
stockholder which is a Holder and which is a partnership or corporation, the
partners, retired partners and shareholders of such Holder, or the estates and
family members of any such partners and retired partners and any trusts for the
benefit of any of the foregoing persons shall be deemed to be a single
“selling stockholder”, and any pro-rata reduction with respect to such
“selling stockholder” shall be based upon the aggregate amount of
shares carrying registration rights owned by all entities and individuals
included in such “selling stockholder”, as defined in this sentence. 


          
          
          5.4.4   No Injunction.
     The Holder shall not have any right to obtain or seek an injunction restraining
or otherwise delaying any such registration as the result of any controversy
that might arise with respect to the interpretation or implementation of this
Section. 







          
          
          5.4.5   Registration
Expenses.     The Company shall pay all Registration Expenses (as defined below)
in connection with any registration, qualification or compliance hereunder, and
each Holder shall pay all Selling Expenses (as defined below) and other expenses
that are not Registration Expenses relating to the Registrable Securities resold
by such Holder. “Registration Expenses” shall mean all expenses,
except for Selling Expenses, incurred by the Company in complying with the
registration provisions herein described, including, without limitation, all
registration, qualification and filing fees, printing expenses, fees and
disbursements of counsel for the Company, blue sky fees and expenses and the
expense of any special audits incident to or required by any such registration.
“Selling Expenses” shall mean all selling commissions, underwriting
fees and stock transfer taxes applicable to the Registrable Securities and all
fees and disbursements of counsel for any Holder. 


          
          
          5.4.6   Additional Company
Obligations.     In the case of any registration effected by the Company
pursuant to these registration provisions, the Company will use its reasonable
best efforts to: (i) cause all such Registrable Securities registered as
described herein to be listed on each securities exchange and quoted on each
quotation service on which similar securities issued by the Company are then
listed or quoted; (ii) provide a transfer agent and registrar for all
Registrable Securities registered pursuant to the Registration Statement and a
CUSIP number for all such Registrable Securities; (iii) comply with all
applicable rules and regulations of the SEC, and (iv) file the documents
required of the Company and otherwise maintain requisite blue sky clearance in
(A) all jurisdictions in which any of the Registrable Securities are originally
sold and (B) all other states specified in writing by a Holder as may reasonably
be required to sell such Holder’s Registrable Securities, provided as to
clause (B), however, that the Company shall not be required to qualify to do
business or consent to service of process in any state in which it is not now so
qualified or has not so consented. 


          
          
          5.4.7   Providing
Information.     Each Holder of Registrable Securities shall furnish to the
Company such information regarding such Holder and the distribution proposed by
such Holder as the Company may reasonably request in writing and as shall be
reasonably required in connection with any registration, qualification or
compliance described herein. Such Holder shall represent that such information
is true and complete. 


          
          
          5.4.8   Limitations on
Sale.     The Company may at any time refuse to permit the Holders to resell any
Registrable Securities pursuant to the Registration Statement; provided,
however, that in order to exercise this right, the Company must deliver a
certificate in writing to the Holders to the effect that a delay in such sales
is necessary because, in the good faith judgment of the Company, sales pursuant
to the Registration Statement would require the public disclosure of information
that would not otherwise be required to be disclosed (which disclosure would, in
the good faith judgment of the Company, have a significant adverse effect on the
Company) or could in other respects constitute a violation of the federal
securities laws or otherwise materially adversely affect the Company. In such an
event, the Company shall notify the Holders promptly after it has determined
that such circumstances no longer exist. The Company shall not under any
circumstances be entitled to refuse to permit the Holders to resell any
Registrable Securities under Section 5.4 more than two (2) times in any twelve
(12) month period following the Closing Date, and any individual period during
which the Company refuses to permit the Holder to resell any Registrable
Securities in any twelve (12) month period following the Closing Date shall not
exceed sixty (60) days. Each Purchaser hereby covenants and agrees that it will
not sell any Registrable Securities pursuant to the Registration Statement
during the periods the Company refuses to permit the Holder to resell any
Registrable Securities as set forth in this Section 5.4.8. 







          
          
          5.4.9   Future
Registration Rights.     The Company shall not be restricted in any way in
entering into any agreement with any holder or prospective holder of any
securities of the Company which would allow such holder or prospective holder to
include such securities in any registration filed by the Company. 



          
          5.5     Indemnification and Contribution.


          
          
          5.5.1   Indemnification by
the Company.     The Company agrees to indemnify and hold harmless each Holder
from and against any losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) to which such Holder may become subject (under
the Securities Act or otherwise) insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of, or are
based upon, any untrue statement of a material fact contained in the
Registration Statement, on the effective date thereof; provided, however, that
the Company shall not be liable in any such case to the extent that such loss,
claim, damages or liability arises out of, or is based upon (i) an untrue
statement or alleged untrue statement made in such Registration Statement in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of such Holder specifically for use in preparation of
the Registration Statement or (ii) any untrue statement in any prospectus that
is corrected in any subsequent prospectus or addendum or supplement that was
delivered to the Holder prior to the pertinent sale or sales by the Holder, and
the Company will reimburse the Holders for the expenses of a single legal
counsel and other expenses reasonably incurred in investigating, defending or
preparing to defend any such action, proceeding or claim; provided,
however, that if there exists or shall exist a conflict of interest that
would make it inappropriate in the reasonable opinion of such single legal
counsel for the same counsel to represent all of the affected Holders, then each
Holder or group of Holders designated by such counsel shall be entitled to
retain its own counsel at the expense of the Company; provided
further, that the indemnity contained in this subsection shall not apply
to amounts paid in settlement of any such loss, claim, damages or liability if
such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld). 


          
          
          5.5.2   Indemnification by
Holder.     Each Holder, severally and not jointly, agrees to indemnify and hold
harmless the Company from and against any losses, claims, damages or liabilities
(or actions or proceedings in respect thereof) to which the Company may become
subject (under the Securities Act or otherwise) insofar as such losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) arise out
of, or are based upon an untrue statement made in such Registration Statement in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of such Holder specifically for use in preparation of
the Registration Statement, provided, however, that no Holder shall be liable in
any such case for any untrue statement included in any Prospectus which
statement has been corrected, in writing, by such Holder and delivered to the
Company at least seven business days before the sale from which such loss
occurred, and each Holder, severally and not jointly, will, as incurred,
reimburse the Company for any legal or other expenses reasonably incurred in
investigating, defending or preparing to defend any such action, proceeding or
claim; provided, however, that no Holder shall be required to pay
an indemnity in any amount in excess of the net amount received by the Holder
from the sale of the Registrable Securities to which such indemnity relates;
provided further, that the indemnity contained in this subsection
shall not apply to amounts paid in settlement of any such loss, claim, damages
or liability if such settlement is effected without the consent of the Holder
(which consent shall not be unreasonably withheld). 







          
          
          5.5.3   Indemnification
Procedures.     Promptly after receipt by any indemnified person of a notice of
a claim or the beginning of any action in respect of which indemnity is to be
sought against an indemnifying person pursuant to this Section 5.5, such
indemnified person shall notify the indemnifying person in writing of such claim
or of the commencement of such action, and, subject to the provisions
hereinafter stated, in case any such action shall be brought against an
indemnified person and the indemnifying person shall have been notified thereof,
the indemnifying person shall be entitled to participate therein, and, to the
extent that it shall wish, to assume the defense thereof, with counsel
reasonably satisfactory to the indemnified person; provided,
however, that the failure of any indemnified party to give notice as
provided herein shall not relieve the indemnifying party of its obligations
hereunder unless the failure to give such notice is materially prejudicial to an
indemnifying party’s ability to defend such action. After notice from the
indemnifying person to such indemnified person of the indemnifying person’s
election to assume the defense thereof, the indemnifying person shall not be
liable to such indemnified person for any legal expenses subsequently incurred
by such indemnified person in connection with the defense thereof;
provided, however, that if there exists or shall exist a conflict
of interest that would make it inappropriate in the reasonable opinion of
counsel for the indemnified person for the same counsel to represent both the
indemnified person and such indemnifying person or any affiliate or associate
thereof, the indemnified person shall be entitled to retain its own counsel at
the expense of such indemnifying person; provided, however, that
in the case of the immediately preceding proviso, and notwithstanding Section
5.5.1 above, the indemnifying person shall not be responsible for the legal
expenses of more than one counsel for all indemnified persons. 


          
          
          5.5.4   Contribution in
Lieu of Indemnity.     If the indemnification provided for in this Section 5.5
is unavailable to or insufficient to hold harmless an indemnified party under
Section 5.5.1 or 5.5.2 above in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as result of such losses, claims, damages or liabilities
(or actions in respect thereof) based on the relative fault of the indemnifying
party and the indemnified party as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or a Holder on the other and
the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
the Holders agree that it would not be just and equitable if contribution
pursuant to this Section 5.5.4 were determined by pro rata allocation (even if
the Holders were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to above in this Section 5.5.4. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this Section 5.5.4 shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 5.5.4, no Holder shall
be required to contribute any amount in excess of the net amount received by the
Holder from the sale of the Registrable Securities to which such loss relates.
No person or entity guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
Holders’ obligations in this Section 5.5.4 to contribute are several in
proportion to their respective sales of Registrable Securities to which such
loss relates and not joint. 







          
          
          5.5.5   Underwriting
Agreement Indemnification.     Notwithstanding the foregoing, to the extent that
the provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control. 


          
          
          5.5.6   Survival of
Indemnification.     The obligations of the Company and the Holders under this
Section shall survive the completion of any offering of Registrable Securities
in a registration statement under this Section, and otherwise. 


          
          5.6   Reports Under the
Exchange Act.     With a view to make available to the Purchasers or Holders the
benefits of Rule 144 promulgated under the Securities Act and any other rule or
regulation of the SEC that may at any time permit a Purchaser or Holder to sell
Shares to the public without registration, the Company will covenant and agree
to use reasonable efforts to: (i) make and keep public information available, as
those terms are understood and defined in Rule 144, for two years after the
Closing; (ii) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;
and (iii) furnish to any Purchaser or Holder, so long as the Purchaser or Holder
owns any Shares, forthwith upon request, (A) a written statement by the Company
that it has complied with the reporting requirements of Rule 144, (B) a copy of
the most recent annual or quarterly report of the Company, and (C) such other
information as may be reasonably requested in order to avail any Purchaser or
Holder of any rule or regulation of the SEC that permits the selling of any such
Shares without registration. 







          6.     Miscellaneous.


          
          6.1   Waivers and
Amendments.     With the written consent of the Company and the record holders
of more than fifty percent (50%) of the Shares then outstanding that have not
previously been sold in a public offering, the terms of the Purchase Agreement
may be waived or amended. 



          
          6.2   Governing Law.
     This Purchase Agreement shall be governed by and construed in accordance with
the internal laws of the State of California without regard to its conflicts of
laws principles. The Purchaser hereby irrevocably submits to the jurisdiction of
any State or United States Federal court sitting in Alameda or San Francisco
counties in the State of California over any action or proceeding arising out of
or relating to this Purchase Agreement or any agreement contemplated hereby, and
the Purchaser hereby irrevocably agrees that all claims in respect of such
action or proceeding may be heard and determined in such State or Federal court.
The Purchaser further waives any objection to venue in such State and any
objection to an action or proceeding in such State on the basis of a
non-convenient forum. The Purchaser further agrees that any action or proceeding
brought against the Company shall be brought only in the State or United States
Federal courts sitting in Alameda or San Francisco counties in the State of
California. THE PURCHASER AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OR ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS PURCHASE AGREEMENT OR
ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY. 



          
          6.3   Survival.     The
representations, warranties, covenants and agreements made herein shall survive
any investigation made by the Company or the Purchaser and the Closing for a
period of two years. 


          
          6.4   Successors and
Assigns.     Subject to Section 5, the provisions hereof shall inure to the
benefit of, and be binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto (specifically including successors in
interest to the Shares). 


          
          6.5   Entire
Agreement.     The Purchase Agreement (including all Exhibits thereto)
constitutes the full and entire understanding and agreement between the parties
with regard to the subject hereof. 


          
          6.6   Notices, etc.
     All notices and other communications required or permitted hereunder shall be
effective upon receipt and shall be in writing and may be delivered in person,
by facsimile, or nationally recognized overnight delivery service, addressed (a)
if to the Purchaser, at the address set forth on the signature page hereof or at
such other address as the Purchaser shall have furnished the Company in writing,
or (b) if to the Company, at its address set forth at the beginning of the
Purchase Agreement, or at such other address as the Company shall have furnished
to the Purchaser in writing. 







          
          6.7   Severability.     If
any provision of the Purchase Agreement shall be judicially determined to be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby. 


          
          6.8   Titles and
Subtitles.     The titles of the paragraphs and subparagraphs of the Purchase
Agreement are for convenience of reference and shall not, by themselves,
determine the construction of the Purchase Agreement. 


          
          6.9   Counterparts.
     The Purchase Agreement may be executed in any number of counterparts, each of
which be an original, but all of which together shall constitute one instrument.